The agreement encompasses co-marketing projects with barnesandnoble.com and
Microsoft's interactive media products such as MSN Shopping, the MSN Expedia
travel service, MSN Small Business and the WebTV Network service. Financial
arrangements were not disclosed.

On MSN Shopping, Barnes & Noble is the exclusive online bookseller, providing
customers with one-click access to its online bookstore. As a Premier
Merchant, barnesandnoble.com will receive premium positioning on the MSN Shopping home
page, banner ad rotations and merchandising opportunities in the Daily
Specials, Buying Guides and Gift Guides departments.

Barnesandnoble.com also will be the premier bookseller integrated on MSN sites
outside the United States as well as the exclusive English-language bookseller
in non-English-speaking countries.

Barnesandnoble.com will feature MSN Expedia as its exclusive online travel
service, giving customers of the online bookstore the ability to book travel
from within the Travel section of the site. In turn, the MSN Expedia home page
will feature barnesandnoble.com as the exclusive travel bookstore.

Barnesandnoble.com and Microsoft's WebTV Networks are working together on
electronic-commerce opportunities that feature barnesandnoble.com in the
shopping area of the WebTV Network service. The companies are also exploring
other collaborative projects such as interactive television and plans to
feature WebTV-based products in several Barnes & Noble retail outlet stores.

"Microsoft's approach to marketing relationships is right on target," said
Carl Rosendorf, vice president of sales, marketing and business development
for barnesandnoble.com. "The combination of our knowledge of books and related
information with
Microsoft's approach to streamlined content presentation is a win for
consumers."